Articles of Association

§1
Company name and domicile

 
The company name is Kesko Oyj, which is Kesko Abp in Swedish, Kesko Corporation in English and Kesko AG in German.
 
The company domicile is Helsinki.
 
§2
Line of business

 
The company acts as the parent company of the Kesko Group and conducts the operations specified later both by itself and through subsidiaries and joint ventures.
 
The company carries on wholesale trade in consumer goods and capital goods. The company has consumer goods and other products made for it, and acts as an intermediary for raw materials, machines and equipment. The company also engages in distribution, forwarding, department store trade and other retail trade and restaurant business.
 
The company provides services which support entrepreneurial-based retail trade in particular. The company develops business and co-operation concepts for the retail trade, arranges the building of business premises and information management systems and sells and leases them, and acts as an intermediary for the products and services needed in retail trading.
 
The company engages in real estate and securities investment, as well as other investment activity. The company can also carry out other operations related to the business operations specified in this section.
 
§3
Shares

 
The company has A shares and B shares. Concerning A shares the minimum number is one (1) and the maximum number two hundred and fifty million (250,000,000), while concerning B shares the minimum number is one (1) and the maximum number two hundred and fifty million (250,000,000), provided that the total number of shares is at minimum two (2) and at maximum four hundred million (400,000,000).
 
Each A share entitles the holder to ten (10) votes and each B share to one (1) vote.
 
The company's shares are included in the book-entry securities system.
 
§4
Board of Directors

 
The company has a Board of Directors, which is responsible for company management and the appropriate organisation of operations.
 
The Board of Directors is formed of at least five (5) but no more than eight (8) members.
 
The term of the Board of Directors' members is three (3) years so that the term begins at the close of the General Meeting electing the members and expires at the close of the third (3rd) subsequent Annual General Meeting.
 
The Board of Directors elects a Chairman from among its members.
 
The Board of Directors meets at the Chairman's request. The Board has a quorum when more than a half (1/2) of its members are present. If the votes are evenly divided, the opinion with which the Chairman agrees shall become the decision.
 
§5
Managing Director

 
The company has a Managing Director who is the Chief Executive Officer.
 
§6
Auditor

 
The company has one (1) auditor who shall be a firm of auditors authorised by the Central Chamber of Commerce.
 
The term of the auditor is the company's financial period and the auditor's duties terminate at the close of the Annual General Meeting following the election.
 
§7
Right of representation

 
The members of the Board of Directors, and the persons authorised by the Board of Directors, are entitled to sign for the company, always two (2) jointly.
 
§8
Financial period

 
The company's financial period is the calendar year.
 
§9
Notice of the General Meeting

 
The notice of a General Meeting shall be given to shareholders by means of publishing it on the company's website at the earliest two (2) months and at the latest three (3) weeks before the General Meeting, but in any case, at least nine (9) days before the record date of the General Meeting, referred to in the Limited Liability Companies Act.

To have the right to attend a General Meeting, shareholders shall register with the company not later than on the date given in the notice of the meeting, which date may not be earlier than ten (10) days prior to the meeting.
 
§10
Annual General Meeting

 
The Annual General Meeting shall be held by the end of June each year. The following matters shall be on the agenda of the meeting:
 
Presentation of:
 
1.            the financial statements including the consolidated financial statements, and the annual report
 2.            the audit report;

 
Decisions on:

 
3.            the adoption of the financial statements;

4.            the use of the profit shown in the balance sheet;

5.            the discharge from liability of the members of the Board of Directors and the Managing Director;

6.             the fees and the basis for the reimbursement of expenses to the members of the Board of Directors and the auditors;

7.            the number of the Board of Directors' members;
 
Election of:
 
8.            the members of Board of Directors when needed and
9.            the auditor.

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